Filing Details

 

(Continued on following pages)

(Page 1 of 10 Pages)

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8.

Shared Voting Power: 37,070,458

10.

Shared Dispositive Power: 37,070,458

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 37,070,458

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨

13.

Percent of Class Represented by Amount in Row (11): 1.78%

14.

Type of Reporting Person:  HC

       

 

 

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8.

Shared Voting Power: 37,070,458

10.

Shared Dispositive Power: 37,070,458

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 37,070,458

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨

13.

Percent of Class Represented by Amount in Row (11): 1.78%

14.

Type of Reporting Person:  HC

       

 

 

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8.

Shared Voting Power: 138,756

10.

Shared Dispositive Power: 138,756

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 138,756

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨

13.

Percent of Class Represented by Amount in Row (11): 0,007%

14.

Type of Reporting Person:  HC

       

 

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8.

Shared Voting Power: 37,073,233

10.

Shared Dispositive Power: 37,073,233

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 37,073,233

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨

13.

Percent of Class Represented by Amount in Row (11): 1.78%

14.

Type of Reporting Person:  HC

       

 

 

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8.

Shared Voting Power: -0-

10.

Shared Dispositive Power: -0-  

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 190,251,715

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨

13.

Percent of Class Represented by Amount in Row (11): 9.13%

14.

Type of Reporting Person: HC

       

 

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8.

Shared Voting Power: 37,209,214

10.

Shared Dispositive Power: 37,209,214

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 242,667,947

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨

13.

Percent of Class Represented by Amount in Row (11): 11,65%

14.

Type of Reporting Person: IN

       

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Item 1.   Security and Issuer.

This Amendment No. 8 (this “Amendment No. 8”) amends and supplements the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 6, 2017 (the “Original Schedule 13D”), as amended from time to time (the “Schedule 13D”), with respect to the common shares (the “Pampa Shares”) of Pampa Energía S.A., a sociedad anónima organized under the laws of the Republic of Argentina (the “Issuer”), and the American depositary shares (the “Pampa ADSs”) of the Issuer, each representing 25 Pampa Shares, that are traded on the New York Stock Exchange. The principal executive offices of the Issuer are located at Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 8 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2.   Identity and Background.

Item 2 of Schedule 13D is hereby amended and restated as follows:

This Amendment No. 8 is filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, by the persons listed in (1) to (5) below (the “Reporting Persons”):

(1)                 Grupo Mtres S.A. (“Grupo Mtres”) (formerly known as Dolphin Fund Management S.A.) is a sociedad anónima organized under the laws of the Republic of Uruguay.  The address of its principal office is Zabala 1422, Piso 2, Montevideo, Uruguay.  Grupo Mtres is a holding company whose primary investments are the Pampa Shares disclosed herein and its interest in Pampa F&F LLC (“Pampa F&F”), which entity was dissolved and wound-up.  Grupo Mtres is a wholly owned subsidiary of Tresemes Ltd.

(2)                 Tresemes Ltd. (“Tres M”) (formerly known as Consultores Fund Management Ltd.) is an ordinary company organized under the laws of the Cayman Islands.  The address of its principal office is Regatta Office Park, West Bay Road, Grand Cayman KY1-1205, Cayman Islands. Tres M is a holding company whose primary investment is its interest in Grupo Mtres, through which it indirectly owns the Pampa Shares disclosed herein. Tres M is wholly owned by Emes Inversora S.A.

(3)                 Dolphin Créditos S.A. (“Dolphin Créditos”) is a sociedad anónima organized under the laws of Argentina. The address of its principal office is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.  Dolphin Créditos is a holding company whose primary investments its interest in Préstamos y Servicios S.A.  Dolphin Créditos is controlled by Marcos Marcelo Mindlin (“Marcelo Mindlin”).

(4)                 Emes Inversora S.A. (“Emes”) (formerly known as Dolphin Inversora S.A.) is a sociedad anónima organized under the laws of the Republic of Argentina.  The address of its principal office is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.  Emes is a holding company whose primary investment is its interest in Tres M, through which it indirectly owns the Pampa Shares disclosed herein. Emes is controlled by Marcelo Mindlin.

(5)                 Mindlin Warrants S.A. (“MW”) is a sociedad anónima organized under the laws of the Republic of Uruguay. The address of its principal office is Costa Rica 1538, Montevideo (11500), Uruguay.  MW is a holding company whose primary investment is owning the Pampa Shares disclosed herein.  MW is wholly-owned by Marcelo Mindlin.

(6)                 Marcelo Mindlin is a citizen of Argentina.  Marcelo Mindlin is the Chairman of the Board of Directors (the “Board”) and Executive Director of the Issuer, and his principal business address is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

The directors and executive officers of each of Tres M and Emes are Marcelo Mindlin, Damián Miguel Mindlin (“Damián Mindlin”) and Gustavo Mariani.  The directors and executive officers of Grupo Mtres are Damián Mindlin, Gustavo Mariani and Germán Pérez. The directors and executive officers of MW are Marcelo Mindlin and Germán Pérez. 

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Damián Mindlin is a citizen of Argentina. Damián Mindlin is a member of the Board and the Director, Vice-Chairman and Purchasing, QSELH¹, Property Security and Marketing Director of the Issuer.  His principal business address is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

Gustavo Mariani is a citizen of Argentina. Gustavo Mariani is the Vice-Chairman of the Board, as well as Co‑Chief Executive Officer, Chief Generation Manager and Chief of New Business of the Issuer.  His principal business address is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

Germán Pérez is a citizen of Uruguay. Germán Pérez is a director of Grupo Mtres and MW.  His principal business address is Costa Rica 1538, Montevideo (11500), Uruguay.

None of the Reporting Persons nor, to the best of their knowledge, any of the directors, executive officers or members, as applicable, of Grupo Mtres, Tres M, Emes or MW has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

No material changes.

No material changes.

Item 5 of Schedule 13D is hereby amended and restated as follows:

Grupo Mtres

 

37,070,458

1.78%

-0-

37,070,458

-0-

Dolphin Créditos

 

138,756

0,007%

-0-

138,756

-0-

Emes Inversora

1.78%

-0-

37,073,233

-0-

9.13%

190,251,715

-0-

190,251,715

11,65%

212,905,647

37,209,214

212,905,647

(c)           Since the most recent filing on Schedule 13D, the following transactions by Reporting Persons took place with respect to Pampa Shares:

(AR$ or USD)

Except as described above, no Reporting Persons have and, to the knowledge of the Reporting Persons, no persons otherwise identified in Item 2 have effected any transactions in the Pampa Shares or Pampa ADSs since the most recent filing on Schedule 13D.

(d)           No person, other than the Reporting Persons, is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment No. 8.

(e)           Not applicable.

                No material changes.

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SIGNATURE

 

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 8 is true, complete and correct.

 

Dated:  August 28, 2018

 

Grupo Mtres S.A.

 

By: /s/ Damián Mindlin                  

Name: Damián Mindlin

Title: President

 

 

Tresemes Ltd.

 

 

By:  /s/ Marcelo Mindlin                

Name: Marcelo Mindlin 

Title: President

 

 

Emes Inversora S.A.

 

By: /s/ Marcelo Mindlin                

Name: Marcelo Mindlin

Title: President

 

Mindlin Warrants S.A.

 

By: /s/ Marcelo Mindlin                

Name: Marcelo Mindlin

Title: President

 

               

Marcos Marcelo Mindlin

 

By: /s/ Marcelo Mindlin